EX-99 (11)(ii)

                                November 16, 2001

Franklin Templeton Variable Insurance Products Trust
One Franklin Parkway
San Mateo, CA  94403-1906

                  Re:  CONSENT TO USE OF OPINION
                       -------------------------

Ladies and Gentlemen:

                  We hereby consent to the incorporation by reference of our
legal opinion dated February 5, 1999, relating to the legality of the issuance
of the Trust's shares into the Trust's Registration Statement on Form N-14,
filed on November 19, 2001, or any amendments thereto (the "N-14 Registration
Statement"), which legal opinion was previously filed on February 25, 1999, with
the SEC via EDGAR with Post-Effective Amendment No. 27 to the Trust's
Registration Statement on Form N-1A, and we further consent to reference in the
N-14 Registration Statement to the fact that the opinion concerning the legality
of the issuance of the shares has been rendered by us.

                                          Very truly yours,

                                          STRADLEY, RONON, STEVENS & YOUNG, LLP


                                          By:  /s/ Alan R. Gedrich
                                               ---------------------------------
                                                   Alan R. Gedrich, Partner